UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the Quarterly Period Ended December 31, 2010


OR


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the transition period from _____________ to _____________


Commission file number 333-151419





RANGER GOLD CORP.


(Exact name of registrant as specified in its charter)





2533 N. Carson St., Suite 5018


Carson City, Nevada 89706


(Address of principal executive offices) (Zip Code)





(775) 888-3133


(Registrant's telephone number, including area code)


___________________________________________


(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


[X] Yes                                 [  ] No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [  ] Yes  [  ] No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  [  ]
Accelerated filer  [  ]Non-accelerated filer [  ]
Smaller reporting company  [X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  [   ]No [X]





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 46,020,000 shares of common stock, $0.0001 par value, issued and outstanding as of February 3, 2011.





1








TABLE OF CONTENTS





PagePART I  - Financial Information
3Item 1. Financial Statements
3Balance Sheets December 31, 2010 (unaudited), and March 31, 2010
3Statements of Operations (unaudited) for the three and nine-month periods ended
4December 31, 2010 and 2009, and for the period from inceptionon May 11, 2007 to December 31, 2010.Statements of Cash Flows (unaudited) for the nine-month periods ended
5December 31, 2010 and 2009, and for the period from inceptionon May 11, 2007 to December 31, 2010.Notes to the Financial Statements
7Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
13Item 3 Quantitative and Qualitative Disclosures About Market Risk
18Item 4 Controls and Procedures
18PART II – Other Information
19Item 1.  Legal Proceedings
19Item 1A Risk Factors
19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
19Item 3. Defaults Upon Senior Securities
19Item 4. (Removed and Reserved)
19Item 5. Other Information
19Item 6. Exhibits
20





2





Item 1.  Financial Statements.


RANGER GOLD CORP.


(An Exploration Stage Company)


BALANCE SHEETS





(Unaudited)December 31,


March 31,2010


2010ASSETS:Current Assets:Cash

$
314,632


$
27,189Prepaid Expenses


1,645



1,111Total Current Assets


316,277



28,300Total Assets

$
316,277


$
28,300LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):Current Liabilities:Accounts Payable and Accrued Liabilities

$
6,327


$
44,872Total Current Assets


6,327



44,872Stockholders' Equity (Deficit):Preferred Stock, Par Value $.0001Authorized 5,000,000 shares,No shares issued at December 31, 2010 and March 31, 2010


-



-Common Stock, Par Value $.0001Authorized 500,000,000 shares,46,020,000 shares issued at December 31, 2010(March 31, 2010 - 45,620,000)


4,602



4,562Paid-In Capital


780,027



223,599Deficit Accumulated Since Inception of the Development Stage


(474,679
)


(244,733
)Total Stockholders' Equity (Deficit)


309,950



(16,572
)Total Liabilities and Stockholders' Equity

$
316,277


$
28,300








The accompanying notes are an integral part of these financial statements.


3


RANGER GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF OPERATIONS


(Unaudited)








CumulativeSinceFor the Three Months


For the Nine Months


May 11, 2007Ended


Ended


(Inception) toDecember 31,


December 31,


December 312010


2009


2010


2009


2010Revenues

$
-


$
-


$
-


$
-


$
-Cost of Revenues


-



-



-



-



-Gross Margin


-



-



-



-



-Expenses:Mineral Property Exploration Expenditures


51,953



23,512



121,359



23,512



174,430General and Administrative


32,544



19,364



108,587



35,194



269,704Net (Loss) Income from Operations


(84,497
)


(42,876
)


(229,946
)


(58,706
)


(444,134
)Other Income (Expense)Interest Expense


-



-



-



(375
)


(545
)Net Other Income (Expense)


-



-



-



(375
)


(545
)Write-down of Mineral Property Acquisition Payments


-



(20,000
)


-



(20,000
)


(30,000
)Net (Loss) Income

$
(84,497
)

$
(62,876
)

$
(229,946
)

$
(79,081
)

$
(474,679
)Basic and DilutedLoss per Share

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)Weighted Average SharesOutstanding (1)


46,020,000



45,000,000



45,991,014



45,000,000








(1)
Share amounts have been adjusted to reflect the 5:1 forward stock split completed January 21, 2009.














The accompanying notes are an integral part of these financial statements.





4


RANGER GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS


(Unaudited)





CumulativeSinceMay 11, 2007For the Nine Months Ended December 31


Inception ofExploration2010


2009


StageCASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(229,946
)

$
(79,081
)

$
(474,679
)Adjustments to Reconcile Net Loss to NetCash Used in Operating Activities:Compensation Expense of Stock Options


56,468



—



115,094Promissory note issued for mineral property acquisition


—



20,000



—Write-down of Mineral Property Acquisition  Cost


—



—



30,000Change in Operating Assets and Liabilities:(Increase) Decrease in Prepaid Expenses


(534)



—



(1,645
)Increase (Decrease) in Accounts Payable and      Accrued Liabilities


(38,545)



56,911



25,032Net Cash Used in Operating Activities


(212,557
)


(2,170)



(306,198
)CASH FLOWS FROM INVESTING ACTIVITIES:Mineral Property Acquisition Costs


—



—



(30,000
)Net Cash Used in Investing Activities


—



—



(30,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from Sale of Common Stock


500,000



—



633,500Net Proceeds from Loan Payable


—



1,830



17,330Net Cash Provided by Financing Activities


500,000



1,830



650,830Net (Decrease) Increase inCash and Cash Equivalents


287,443



(340)



314,632Cash and Cash Equivalentsat Beginning of Period


27,189



340



—Cash and Cash Equivalentsat End of Period

$
314,632


$
—


$
314,632








The accompanying notes are an integral part of these financial statements.


5


RANGER GOLD CORP.


(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS


(Continued)








CumulativeSinceMay 11, 2007For the Nine Months Ended


Inception ofDecember 31,


December 31,


Exploration2010


2009


StageSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest

$
—


$
—


$
—Income taxes

$
—


$
—


$
—SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Settlement of Note Payable by a Contribution from a Shareholder

$
—


$
—


$
17,330Settlement of Accounts Payable by a Contribution from a Shareholder

$
—


$
—


$
18,705SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:





During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options.  Consulting expense of $58,626 has been recorded for the year ended March 31, 2010.  The vesting period for some of these options is up to three years.  As a result, the unvested portions of the options have been revalued for the current period resulting in the recognition of an additional stock-based compensation expense of $14,554 for the three-months ended December 31, 2010 and the cumulative recognition of $56,468 in consulting expense for the nine-months ended December 31, 2010.  No stock-based compensation expense was recognized in the prior periods ended December 31, 2009.







The accompanying notes are an integral part of these financial statements.


















































6


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS








NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





This summary of accounting policies for Ranger Gold Corp. (an exploration stage company) is presented to assist in understanding the Company's financial statements.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.





Organization and Basis of Presentation





Ranger Gold Corp. (formerly Fenario, Inc.) (the “Company”) was incorporated on May 11, 2007 under the laws of the State of Nevada.  The Company’s business at that time was the development and licensing of proprietary software solutions for healthcare providers, health care professionals and health insurance companies.  On October 28, 2009 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 25,000,000 shares of common stock of the Company to Gurpartap Singh Basrai.





Effective as of October 28, 2009, in connection with the share acquisition, Mr. Basrai was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.





On November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at the time representing 55.5%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Fenario, Inc.” to “Ranger Gold Corp.”  In connection with the change of the Company’s name to Ranger Gold Corp. the Company’s business was changed to mineral resource exploration.  The change in name and business received its final approval by the regulatory authorities on January 7, 2010.





Nature of Operations





The Company has no products or services as of December 31, 2010.  The Company was established to operate in the development and licensing of proprietary software solutions for healthcare providers, health care professionals and health insurance companies.  However, the Company was not able to proceed in the intended business and on October 28, 2009 a change of control of the Company took place.  Subsequent to the change of control the Company became a mineral resource exploration company and will continue to seek opportunities in this field.  The Company is currently engaging in the acquisition, exploration, and if warranted and feasible, development of natural resource properties.





Interim Reporting





The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of Ranger Gold Corp. and the results of its operations for the periods presented.  This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended March 31, 2010.  The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.  Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended March 31, 2010 has been omitted.  The results of operations for the nine-month period ended December 31, 2010 is not necessary indicative of results for the entire year ending March 31, 2011.





7


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Going Concern





The accompanying financial statements have been prepared assuming the Company will continue as a going concern.




As shown in the accompanying financial statements, the Company has incurred a net loss of $474,679 for the period from May 11, 2007 (inception) to December 31, 2010, and has no sales.  The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property.  In April 2010 the Company completed a financing for total proceeds of $500,000.  The funds from this financing are sufficient to fund the Company’s operations for the next twelve months.  However, management is currently seeking additional capital that will be required in order to continue to operate in the future.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.




If the Company were unable to continue as a “going concern”, then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported expenses, and the balance sheet classifications used.





Pervasiveness of Estimates





The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.





Reclassifications





Certain reclassifications have been made in the financial statements for the three and nine-months ended December 31, 2009 ended to conform to accounting and financial statement presentation for the corresponding periods ended December 31, 2010.





Cash and Cash Equivalents





For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.





Concentration of Credit Risk





The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.





Loss per Share




Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of December 31, 2010, the company has outstanding common stock options and warrants of 1,400,000 and 1,100,000, respectively.  The effects of the Company’s common stock equivalents are anti-dilutive for December 31, 2010 and are thus not presented.





8


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


(Continued)





NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Comprehensive Income





The Company has adopted Accounting Standards Codification ("ASC") Section 220 (formerly Statement of Financial Accounting Standards ("SFAS") 130, "Reporting Comprehensive Income"), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  The Company is disclosing this information on its Statement of Operations.  Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.




Stock Options





The Company implemented Accounting Standards Codification ("ASC") Section 718-10-25 (formerly Statement of Financial Accounting Standards ("SFAS") 123R, Accounting for Stock-Based Compensation) requiring the Company to provide compensation costs for the Company's stock options determined in accordance with the fair value based method prescribed in ASC Section 718-20-25. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.




Property Holding Costs




Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.




Exploration and Development Costs




Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.






Fair Value of Financial Instruments





The carrying value of the Company's financial instruments, including prepaid expenses, accounts payable and accrued liabilities, at December 31, 2010 approximates their fair values due to the short-term nature of these financial instruments.





9


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


(Continued)





NOTE 2 – MINERAL EXPLORATION PROPERTIES





On November 27, 2009 the Company executed a property option agreement with MinQuest, Inc. (“MinQuest”) granting the Company the right to acquire 100% of the mining interests of a mineral exploration property currently controlled by MinQuest.  The property known as the CX Property is located in Nye County, Nevada and currently consists of 72 unpatented claims (the “CX”).    Upon execution of the CX agreement, MinQuest accepted a 90-day, non-interest bearing promissory note from the Company for the initial $20,000 property option payment.  On February 25, 2010 the Company paid the $20,000 balance of the note as well as reimbursed MinQuest for CX’s holding and related property costs in the amount of $23,512.





On March 29, 2010, the Company executed a second property option agreement with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Truman Property is located in Mineral County, Nevada and consisted of 52 unpatented claims (the “Truman”) at the time the property was optioned to the Company.  Upon execution of the Agreement the Company paid MinQuest $10,000 and well as reimbursed MinQuest for Truman’s holdings and related property costs in the amount of $7,859.





NOTE 3 - EXPLORATION STAGE COMPANY - GOING CONCERN





The Company has not begun principal operations and as is common with a company in the exploration stage, the Company has had recurring losses.  Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year.





NOTE 4 – RELATED PARTY TRANSACTIONS




The Company currently pays two of its directors $500 per month to serve on its Board of Directors.  The payments are made quarterly in advance.  The total amount paid to the Directors for the nine-months ended December 31, 2010 was $9,000 (2009 - $1,000).  In addition, the Company has a consulting agreement with one of its directors to provide a variety of services including assisting with the identification and assessment of properties for potential acquisition.  The Company paid $4,855 for fees and reimbursement of expenses under this agreement for the nine-months ended December 31, 2010 (2009 - $nil).  The Company’s President and CEO does not draw a regular salary from the Company.  However, during the three-months ended December 31, 2010 the Company paid its President and CEO $10,000 (2009 - $nil) in management fees.  This was the first salary of any kind paid out to the President and CEO.





NOTE 5 - COMMON STOCK TRANSACTIONS





On April 20, 2010, the Company completed a private placement of 400,000 common shares at $1.25 per share for a total offering price of $500,000.





NOTE 6 – STOCK OPTIONS





On February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010 Plan”).  The 2010 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2010 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Option Committee, a committee designated to administer the 2010 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.).  Options granted are not to exceed terms beyond five years.


10


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


(Continued)




NOTE 6 – STOCK OPTIONS (Continued)




In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.




Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Committee may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Committee shall deem advisable.





During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share. The Company has used the Black-Scholes model to determine the fair value of these stock options. The vesting period for some of these options is up to three years.  As a result, the unvested portions of the options have been revalued resulting in the recognition of $56,468 in consulting expense for the nine-months ended December 31, 2010 with $12,530 being recorded as mineral property exploration expenditures and $43,938 as general and administrative. No stock-based compensation expense was recognized in 2009.





The following table sets forth the options outstanding under the 2010 Plan as of December 31, 2010:


Available for Grant


Options Outstanding


Weighted Average Exercise PriceBalance, March 31, 2010


3,600,000



1,400,000


$
0.68Options granted


-



-



-Balance, December 31, 2010


3,600,000



1,400,000


$
0.68





The following table summarizes information concerning outstanding and exercisable common stock options under the 2010 Plan at December 31, 2010:





Exercise Prices
Options Outstanding
Remaining Contractual Life

(in years)
Weighted

Average

Exercise Price
Number of Options Currently Exercisable
Weighted

Average

Exercise Price$ 0.50
900,000
4.21
$ 0.50
500,000
$ 0.50$ 1.00
500,000
4.21
$ 1.00
-
$ 1.001,400,000

$ 0.68
500,000





The aggregate intrinsic value of stock options outstanding at December 31, 2010 was $nil and the aggregate intrinsic value of stock options exercisable at December 31, 2010 was also $nil.  No stock options were exercised during the three or nine-months ended December 31, 2010.  As of December 31, 2010 there was $35,606 in unrecognized compensation expense that will be recognized over 2.25 years.





11


RANGER GOLD CORP.


(An Exploration Stage Company)


NOTES TO FINANCIAL STATEMENTS


(Continued)







NOTE 6 – STOCK OPTIONS (Continued)





A summary of status of the Company’s unvested stock options as of December 31, 2010 under all plans is presented below:





Number

of Options


Weighted

Average

Exercise

Price


Weighted Average

Grant Date Fair ValueUnvested at March 31, 2010


1,400,000


$
0.68


$
0.27Granted


-



-



-Vested


(500,000
)


(0.50
)

$
0.29Unvested at December 31, 2010


900,000


$
0.78


$
0.26







NOTE 7 - WARRANTS





The following table sets forth common share purchase warrants outstanding as of December 31, 2010:





Warrants OutstandingBalance, March 31, 2010

1,100,000Warrants granted

-Balance, December 31, 2010

1,100,000





The following table lists the common share warrants outstanding at December 31, 2010.  Each warrant is exchangeable for one common share.





Number Outstanding
Exercise

Price
Weighted Average Contractual Remaining Life (years)
Number Currently Exercisable
Exercise

Price550,000
$ 0.25
4.08
-
$ 0.25550,000
$ 0.50
4.08
-
$ 0.501,100,000


-












































12


Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations.





The following discussion should be read in conjunction with the financial statements of Ranger Gold Corp. (the “Company”), which are included elsewhere in this Form 10-Q.  Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements.  Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended March 31, 2010 filed by the Company with the Securities and Exchange Commission.





All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.





General





Ranger Gold Corp. (formerly Fenario, Inc.) was incorporated on May 11, 2007 under the laws of the State of Nevada.  The Company’s business at that time was the development and licensing of proprietary software solutions for healthcare providers, health care professionals and health insurance companies.  Due to the state of the economy, the Company did not conduct any significant operations other than organizational matters, filing its Registration Statement and filings of periodic reports with the SEC. The Company has since abandoned its original business plan and has entered the mineral exploration industry.





On October 28, 2009 the Company’s principal shareholder entered into a Stock Purchase Agreement which provided for the sale of 25,000,000 shares of common stock of the Company to Gurpartap Singh Basrai.  Effective as of October 28, 2009, in connection with the share acquisition, Mr. Basrai was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer, Director, and Chairman of the Company.





On November 9, 2009, Mr. Basrai, as the holder of 25,000,000 (at that time representing 55.5%) of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders (the “Written Consent”) authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from “Fenario, Inc.” to “Ranger Gold Corp.”  In connection with the change of the Company’s name to Ranger Gold Corp. the Company’s business was changed to mineral resource exploration.  The change in name and business received its final approval by the regulatory authorities on January 7, 2010.





Also on November 9, 2009 as part of the Written Consent and in relation to the Company’s name and business change, the Written Consent adopted a resolution to implement a forward stock split the Company’s issued and outstanding shares of common stock.  The Board of Directors subsequently approved a 5:1 forward stock split which became effective on January 21, 2010 and was payable to all shareholders of record as of January 15, 2010, the record date.  All references to share and per share amounts have been restated in this 10-Q and related financial statements to reflect the forward stock split.





13


Stock Options





On February 3, 2010 the Company adopted its 2010 Stock Option Plan (“the 2010 Plan”).  The 2010 Plan provides for the granting of up to 5,000,000 stock options to key employees, directors and consultants, of common shares of the Company.  Under the 2010 Plan, the granting of stock options, the exercise prices, and the option terms are determined by the Company's Option Committee, a committee designated to administer the 2010 Plan by the Board of Directors.  For incentive options, the exercise price shall not be less than the fair market value of the Company's common stock on the grant date. (In the case of options granted to an employee who owns stock possessing more than 10% of the voting power of all classes of the Company's stock on the date of grant, the option price must not be less than 110% of the fair market value of common stock on the grant date.).  Options granted are not to exceed terms beyond five years.




In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.




Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Committee may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Committee shall deem advisable.





During the year ended March 31, 2010, the Company granted 1,400,000 stock options to various consultants at exercise prices of $0.50 and $1.00 per share.





Business Operations





We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We are an exploration state company. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.





Though we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term. Therefore, we anticipate selling or partnering any ore bodies that we may discover to a major mining company. Many major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling or partnering a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.





The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have optioned in Nevada contain commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.





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Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the selling or partnering of our properties, the purchase of small interests in producing properties, the purchase of properties where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date we have two properties under option, and are in the early stages of exploring these properties. There has been no indication as yet that any commercially viable mineral deposits exist on these properties, and there is no assurance that a commercially viable mineral deposit exists on any of our properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.





Financing over the next twelve months





Over the next twelve months, the Company intends to explore our properties to determine whether they contain commercially exploitable reserves of gold and silver or other metals.  The Company does not intend to hire any employees or to make any purchases of equipment over the next twelve months, as it intends to rely upon outside consultants to provide all the tools needed for the exploratory work being conducted.





Current cash on hand is sufficient for all of the Company’s commitments for the next 12 months. However, the Company will need additional funding in the future to explore and develop its properties.  We anticipate that the additional funding that we require will be in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed.  We believe that debt financing will not be an alternative for funding any further phases in our exploration program.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing





Notwithstanding, we cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures.





In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could be evicted.





Exploration Programs





CX Property





Pursuant to the Property Option Agreement, dated as of November 27, 2009, with MinQuest we have the option to earn a 100% interest in the CX Property located in Nye County, Nevada, approximately, 80 km north of Tonopah.  The CX Property consists of 72 unpatented mining claims.  By February 25, 2020 an aggregate $480,000 in annual option payments and a minimum aggregate $2,500,000 in annual exploration expenditures are due under the agreement.





Upon execution of the CX agreement, MinQuest accepted a 90-day, non-interest bearing promissory note from the Company for the initial $20,000 property option payment.  On February 25, 2010 the Company paid the $20,000 balance of the note as well as reimbursed MinQuest for CX’s holding and related property costs in the amount of $23,512.  As a result of the CX property not containing any known resource, the Company has written down its initial $20,000 property option payment in the statement of operations and comprehensive loss at March 31, 2010.





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The CX claims presently do not have any mineral resources or reserves and the company has reviewed the results of the historic drilling and sampling.  There is no mining plant or equipment located within the property boundaries. Currently, there is no power supply to the mineral claims.





In April 2010 our Board of Directors approved a $150,000 exploration program that will include 3,000 feet of reverse circulation drilling.  Previous exploration mainly focused on a small core area where numerous drill holes were concentrated.  The core area occurs near the center of the claim block.  The outlying targets were tested with wide spaced, shallow drill holes.  Some of the targets had two episodes of drilling, both confirming the existence of gold and silver mineralization.  These outlying targets were poorly understood, but remain attractive targets.  Subsequent drilling added to the understanding of the model through detailed mapping, sampling and a geophysical survey.  However, the program was prematurely truncated due to budget cuts.  The various targets were further defined, but never tested by drilling.





The archeological and botanical surveys have been completed on the CX Property.  In addition, we have completed a geological and alteration map for the property. Ranger has collected all of the data from the previous programs and has confirmed the validity of the targets.  These targets have been prioritized and included in the permit applications the Company has filed with the Forest Service in Nevada.  The Forest Service in Nevada is currently short-staffed and has had to manage staff changes at their field offices.  As a result, Ranger has had a delay in receiving final approval for its budgeted drill program.  Given that the CX property has limited access in the winter months, it is likely that the drill program will be delayed until the spring of 2011.





Truman Property





On March 29, 2010, the Company executed a second property option agreement with MinQuest granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest.  The property known as the Truman Property is located in Mineral County, Nevada and consisted of 52 unpatented claims (the “Truman”) at the time the property was optioned to the Company.  By March 29, 2020 an aggregate $510,000 in annual option payments and a minimum aggregate $2,500,000 in annual exploration expenditures are due under the agreement.





Upon execution of the Agreement the Company paid MinQuest $10,000 as well as reimbursed MinQuest for Truman’s holdings and related property costs in the amount of $7,859. As a result of the Truman property not containing any known resource, the Company has written down its initial $10,000 property option payment in the statement of operations and comprehensive loss at March 31, 2010.





The Truman claims presently do not have any mineral resources or reserves. The property that is the subject of our mineral claims is undeveloped and does not contain any open-pits.  No reported historic production is noted for the property.  There is no mining plant or equipment located on the property that is the subject of the mineral claim. Currently, there is no power supply to the mineral claims.





In April 2010 our Board of Directors approved a $150,000 exploration program that will include 3,000 feet of reverse circulation drilling.  The project covers 8 epithermal gold and silver targets hosted within a sequence of Tertiary volcanics and Paleozoic sediments.  These targets have been partially defined by previous exploration groups over a 25 year period.  The historic efforts of five exploration groups have helped define high grade gold and silver values occurring in veins and low grade gold values occurring in bulk minable configurations.





The company intends to concentrate on three previously identified mineralized zones.  Although the various targets were previously discovered by others, they remain poorly explored because of past property disputes or a lack of understanding of the geology and an ore model.  Recent breakthroughs in geologic concepts in the immediate area and ore models typified by the aforementioned targets coupled with the historic results collected from others work provides an excellent opportunity for Ranger to take advantage of.  Ranger intends to confirm its geologic theory through mapping of the target areas, defining the targets with additional sampling and then drilling.




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Subsequent to the original property option agreement, the company has added an additional 45 claims to the Truman Property. We have submitted the permit for the drill program to the Forest Service but we are still waiting to determine if we need to complete archeological and botanical surveys.  As a result, Ranger has had a delay in receiving final approval for its budgeted drill program.  Given that the Truman Property has limited access in the winter months, it is likely that the drill program will be delayed until the spring of 2011.   Thorough mapping, including the underground workings, has never been done on the property.  The completion of the mapping will lead to better target definition.  The mapping is expected to take about 20 days.  The data will then be digitized and a new geologic map will be completed.





Results of Operations





We did not earn any revenues during the three or nine-months ended December 31, 2010 or 2009.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.





For the three-months ended December 31, 2010 we had a net loss of $84,497 compared to a net loss of $62,876 in the corresponding period in 2009.  The change was largely due to the recognition in the current quarter of $14,554 in stock-based compensation expense of which $8,750 was recognized as general and administrative expenses and $5,804 recognized in mineral property exploration expenditures.  No stock-based compensation was recognized in the prior period.  The increase in mineral property exploration expenditures to $51,953 for the quarter ended December 31, 2010 from $23,512 in the prior quarter was partially due the effect of stock-based compensation.  In addition, the Company did incur the expense of filing 45 additional Truman claims during the current quarter but this increase was largely offset by less activity in the three-months ended December 31, 2010 compared to 2009.  In 2009, the Company acquired the CX Property and paid the property owner $23,512 in holding costs while in the current quarter the Company has largely been waiting to get approval for its drill programs.  General and administrative expenses increased to $32,544 in the three-months ended December 31, 2010 from $19,364 in the same period in 2009.  The change was largely due to the recognition of $8,750 in stock-based compensation expense included in general and administrative expenses in the current year while none was recognized in the prior period.  In addition, there was an increase in administrative expenses associated with the cost of maintaining an office as well as paying more directors’ fees.





For the nine-months ended December 31, 2010 we had a net loss of $229,946 compared to $79,081 in the corresponding period in 2009.  The increase was partially due to the recognition of $56,468 in stock-based compensation of which $43,938 was included in general and administrative expenses and $12,530 was recognized as mineral property exploration expenditures.  The increase in the net loss was also due to the on-going preparation for exploration programs on the CX and Truman Properties that took place in the first quarter of the current year and continued on into the second quarter.  In addition, the Company incurred the cost of filing an additional 45 claims on the Truman Property during the nine-months ended December 31, 2010.  In the prior period the Company reimbursed the CX Property owner $23,512 in holding costs and did not incur any mineral property exploration expenditures.  The initial $20,000 property option payment for the CX property was written off as the CX Property does not contain any known resources or reserves.  General and administrative expenses increased to $108,587 in the nine-months ended December 31, 2010 from $35,194 for the same period in 2009.  In addition to the effect of the recognition of stock-based compensation, the increase was also due to a higher administrative expenses associated with setting up a new office, payment of higher directors’ fees and various regulatory expenses related to the Company’s name change, stock split, and management changes.





Liquidity and Capital Resources





We had cash of $314,632 and working capital of $309,950 as of December 31, 2010. We anticipate that we will incur the following expenses over the next twelve months:





·
$250,000 in property option payments, annual claim filing fees, and exploration expenditures on the Company’s properties;





·
$55,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.


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Net cash used in operating activities during the nine-months ended December 31, 2010 was $212,557 compared to $2,170 during the nine-months ended December 31, 2009.  A significant portion of the increase relates to an increase in the net loss in the current period of $229,946 compared to $79,081 in the prior period.  However, partially offsetting the effect of the increased net loss was the recognition of $56,468 in stock-based compensation in 2010 while no stock-based compensation was recognized in 2009.  Also impacting the cash used in operations was an outflow of $38,545 from accounts payable and accrued liabilities while in 2009 there was an inflow of $56,911 from accounts payable and accrued liabilities.  Cash received from financing activities was $500,000 from a private placement in 2010 compared to $1,830 in 2009 from proceeds of a loan. There were no investing activities for either of the nine-months ended December 31, 2010 or 2009.





On April 20, 2010, the Company completed a private placement of 400,000 common shares at $1.25 per share for a total offering price of $500,000.





Going Concern Consideration





As shown in the accompanying financial statements, the Company has incurred a net loss of $474,679 for the period from May 11, 2007 (inception) to December 31, 2010, and has no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral property.  Management has plans to seek additional capital through a private placement and public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.




There is substantial doubt about our ability to continue as a going concern. Accordingly, our independent auditors included an explanatory paragraph in their report on the March 31, 2010 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.





Item 3.  Quantitative and Qualitative Disclosure About Market Risk.





Smaller reporting companies are not required to provide the information required by this Item.





Item 4.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





Our  disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and  Exchange  Commission. Our Chief Executive Officer and  Chief  Financial Officer have reviewed the effectiveness  of  our "disclosure controls  and  procedures"  (as  defined   in   the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and  have  concluded  that our disclosure controls and procedures over financial reporting were not effective based upon the COSO criteria due to the following material weakness:





·
Our Company’s administration is composed of small number of administrative individuals resulting in a situation where limitations on segregation of duties exist.  In order to remedy this situation we would need to hire additional staff to provide greater segregation of duties.  Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties.  Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.





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In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the quarter ended December 31, 2010 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the quarter ended December 31, 2010 are fairly stated, in all material respects, in accordance with US GAAP.





Limitations on Effectiveness of Controls and Procedures





Our management, including our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





Changes in Internal Controls over Financial Reporting





During the most recently completed quarter ended December 31, 2010, the Company made use of a small number of administrative assistants and as a result, a limitation in the segregation of duties occurred.  This weakness has been reported by the Company.




PART II - OTHER INFORMATION





Item 1. Legal Proceedings.





There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.





Item 1A. Risk Factors.





Smaller reporting companies are not required to provide the information required by this Item 1A.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





None.





Item 3. Defaults upon Senior Securities.





None.





Item 4. (Removed and Reserved)





Item 5. Other information.





The Company does not have any procedures by which security holders can recommend nominees to the Board of Directors.





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Item 6. Exhibits.





Exhibit 31 - Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





Exhibit 32 – Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.














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SIGNATURES





Pursuant to the requirements of the Securities Exchange act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Date:   February 3, 2011



RANGER GOLD CORP.



By:  /s/ Gurpartap Singh Basrai

Gurpartap Singh Basrai

President, Chief Executive

Officer, Secretary and Treasurer

(Principal Executive, Financial, and Accounting Officer)